8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 9, 2018

IHEARTCOMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Texas	001-09645	74-1787539
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

20880 Stone Oak Parkway

San Antonio, Texas 78258

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

Item 7.01. Regulation FD Disclosure.

On March 15, 2017, iHeartCommunications, Inc. (the “Company”) commenced exchange offers to exchange certain series of its outstanding series of debt securities (the “Existing Notes”) for new securities of the Company, iHeartMedia, Inc. and CC Outdoor Holdings, Inc. (the “Exchange Offers”) and concurrent consent solicitations with respect to the Existing Notes. In addition, on March 15, 2017, the Company also commenced offers (the “Term Loan Offers”) to amend its outstanding Term Loan D and Term Loan E borrowings under its senior secured credit facility.

As previously disclosed, the Company has engaged in discussions with certain lenders under its Term Loan D and Term Loan E facilities and certain noteholders (collectively, the “Lenders”) and counsel to certain of those Lenders in connection with the Term Loan Offers and the Exchange Offers. In connection with these discussions, the Company and certain Lenders entered into non-disclosure agreements (“NDAs”). The Company is making the disclosures herein in accordance with the terms of the NDAs. The discussions subject to the NDAs resulted in the exchange of term sheets between the Lenders and the Company over the course of such discussions. On January 10, 2018, the Company provided certain lenders with a proposal, a copy of which is attached hereto as Exhibit 99.1. On January 19, 2018, certain Lenders (the “Cooperation Group Lenders”) provided the Company with a proposal, a copy of which is attached hereto as Exhibit 99.2. On January 28, 2018, the Company provided the Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.3. On February 8, 2018, the Company provided the Lenders with a proposal, a copy of which is attached hereto as Exhibit 99.4. On February 8, 2018, the Cooperation Group Lenders provided the Company with a proposal, a copy of which is attached hereto as Exhibit 99.5. In connection with the proposals, the Company provided the Lenders with a summary of its conditions for a proposal, which is set forth on Exhibit 99.6. As of February 9, 2018, the Company had not provided such Lenders with, nor had it provided such Lenders access to, confidential information.

No agreement has been reached with respect to the above discussions and discussions remain ongoing. Any such agreement may involve the consent of additional junior debt holders who are not party to the negotiations and/or who have informed us that they are seeking additional consideration. Therefore, the Company will continue to work with all of its constituents to develop a consensual transaction to allocate consideration among its various stakeholders. There can be no assurances that a consensual transaction or any agreement will be reached. The information set forth in this Item 7.01 of this Current Report on Form 8-K is not an offer to sell or exchange, or solicitation of an offer to buy, any securities, or a solicitation of consents with respect to any securities.

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The information set forth in this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1	Term Sheet, provided by the Company to the Lenders on January 10, 2018.
99.2	Term Sheet and Summary of Conditions, provided by the Cooperation Group Lenders to the Company on January 19, 2018.
99.3	Term Sheet, provided by the Company to the Lenders on January 28, 2018.
99.4	Term Sheet, provided by the Company to the Lenders on February 8, 2018.
99.5	Term Sheet, provided by the Cooperation Group Lenders to the Company on February 8, 2018.
99.6	Summary of Conditions provided by the Company to the Lenders in response to conditions provided by the Cooperation Group Lenders to the Company.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IHEARTCOMMUNICATIONS, INC.
Date: February 9, 2018	By:	/s/ Lauren E. Dean
		Lauren E. Dean
		Senior Vice President, Associate General Counsel and Assistant Secretary

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EX-99.1

Term Sheet, provided by the Company to the Lenders on January 10, 2018 STRUCTURE / IMPLEMENTATION Pre-packaged / Pre-arranged bankruptcy ABL Remains outstanding and / or refinanced at closing TERM LOANS AND PGNS Debt Consideration $5.50bn new debt at recapitalized iHeart 5-7 year maturity Collateral in substantially all assets of recapitalized iHeart Equity Consideration 88.3% equity in recapitalized iHeart 100.0% of iHeart’s ownership in Outdoor1 JUNIOR STAKEHOLDERS $250mm new debt at recapitalized iHeart 11.7% equity in recapitalized iHeart MANAGEMENT MIP to be negotiated OTHER Full and mutual releases Treatment of Intercompany Note to be discussed Notes:Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding Exhibit 99.1

EX-99.2

Exhibit 99.2

Highly Confidential

Subject to Material Revision

Attorney Work Product

Settlement Communication Subject to FRE 408, TRE 408 and TCPRC 154.073

Term Sheet and Summary of Conditions provided by the Cooperation Group Lenders to the Company on January 19, 2018

Introduction

The numbers on the following pages show the consideration that the Cooperation Group would propose be distributed to (1) all creditors of iHeart and its subsidiaries, other than holders of PGNs and term loans and (2) all equity interests in iHeart, pursuant to a plan of reorganization for iHeart and all of its subsidiaries (the “Plan”), where:

1. The classification of creditors and interest holders in the Plan is acceptable to the Cooperation Group,

2. The treatment of each class in the Plan is acceptable to the Cooperation Group (among other things, classes of claims represented by Legacy Notes and the 14% Notes due 2021, and classes of equity interests shall receive distributions only if such classes vote to accept the Plan),

3. All classes of creditors and interest holders accept the Plan and the Cooperation Group receives assurances satisfactory to it that all classes of creditors and interest holders will accept the Plan sufficiently in advance of proceedings in a Bankruptcy Court to assure that (a) there are genuine and material savings in administrative expenses and (b) the business is not disrupted by bankruptcy related litigation. This proposal is sensible only if these benefits are realized. If such assurances are not forthcoming from creditors or interest holders in any class, the proposed distributions to such class will be reduced.

4. The company agrees, in form and substance satisfactory to the Cooperation Group, that if milestones to be negotiated are not met thus jeopardizing the achievement of the benefits described in the preceding point, the Cooperation Group will be permitted to file a plan of reorganization of its choosing,

5. All other terms and conditions of the Plan and all exhibits to the Plan shall be in form and substance satisfactory to the Cooperation Group in its sole and absolute discretion, and

6. This proposal is not a legally binding offer or agreement—any agreement must be evidenced by definitive documentation that is executed by all relevant parties.

Term Sheets Highly Confidential Subject to Material Revision Attorney Work Product Settlement Communication Subject to FRE 408, TRE 408 and TCPRC 154.073

	Company Proposal1 (January 10, 2018)	Cooperation Group (January 19, 2018)
Structure / Implementation	•  Pre-packaged / Pre-arranged bankruptcy	•  Same
ABL	•  Remains outstanding and / or refinanced at closing	•  Same
Term Loans and PGNs	Debt Consideration •  $5.50bn new debt at recapitalized iHeart •  5-7 year maturity •  Collateral in substantially all assets of recapitalized iHeart Equity Consideration •  88.3% equity in recapitalized iHeart •  100.0% of iHeart’s ownership in Outdoor2	Debt Consideration •  $5,575mm new debt at recapitalized iHeart •  Same •  Same Equity Consideration •  93.5% equity in recapitalized iHeart •  Same
Junior Stakeholders	•  $250mm new debt at recapitalized iHeart •  11.7% equity in recapitalized iHeart	•  $175mm new debt at recapitalized iHeart •  6.5% equity in recapitalized iHeart •  10% warrants struck at $6.5bn equity value of iHeart
Management	•  MIP to be negotiated	•  Same
Other	•  Full and mutual releases •  Treatment of Intercompany Note to be discussed	•  Same

¹  Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company.

²  Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding.

Highly Confidential Subject to Material Revision Attorney Work Product Settlement Communication Subject to FRE 408, TRE 408 and TCPRC 154.073 For illustrative purposes only Not a view of valuation Illustrative Value to Junior Stakeholders ($ in millions) Key Assumptions: Pro Forma Debt: $6,115 million Outdoor Equity: 100% of current iHeart ownership to TL & PGNs Excludes impact of any new financing, if any 12/20/2017 Illustrative Coop. Coop. Group Junior Creditors Company Proposal Group Proposal Equity $5.1440% $7.2248% 11.$3387% $6.1885% Debt $175 $195 $250 $175 Warrants struck at $6.5bn (1)(2) 10.0%27 10.0%30 – 10.0%30 Warrants struck at $8.3bn (1) 10.0%19 – – – 10s Repayment na (4) na (4) $44 $44 Total at $9bn TEV(3) $365 $449 $632 $437 Total @ $10bn TEV(3) $475 $564 $749 $539 (1) Illustrative warrant assumptions: Volatility of 35%, risk-free rate of 2% and a term of 5 years. Strike prices shown as equity values. (2) Allocation shown on pre-diluted basis (10% warrants would represent 9% of equity value on fully diluted basis). (3) $9bn and $10bn represent illustrative TEV values for iHeartMedia and exclude any value from CCO. (4) Proposals assumed 10% Notes due 2018 would not be repaid. PJT Partners 4

EX-99.3

Exhibit 99.3

Privileged and Confidential

Private Settlement Communication

Subject to FRE 408 and TRE 408 and Related Provisions

Term Sheet Provided by the Company to the Lenders on January 28, 2018

Structure / Implementation	•  Pre-packaged / Pre-arranged bankruptcy
ABL	•  Remains outstanding and / or refinanced at closing
Term Loans and PGNs	Debt Consideration •  $5.545bn new debt at recapitalized iHeart •  5-7 year maturity •  Collateral in substantially all assets of recapitalized iHeart Equity Consideration •  88.5% equity in recapitalized iHeart •  100.0% of iHeart’s ownership in Outdoor1
Junior Stakeholders	•  $205mm new debt at recapitalized iHeart •  11.5% equity in recapitalized iHeart
Management	•  MIP to be negotiated
Other	•  Full and mutual releases •  Treatment of Intercompany Note to be discussed

Notes: Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company

¹  Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding.

EX-99.4

Term Sheet , provided by the Company to the Lenders on February 8, 2018 STRUCTURE / IMPLEMENTATION Pre-packaged / Pre-arranged bankruptcy ABL Remains outstanding and / or refinanced at closing TERM LOANS AND PGNS Debt Consideration $5.550bn new debt at recapitalized iHeart 5-7 year maturity Collateral in substantially all assets of recapitalized iHeart Equity Consideration 89.5% equity in recapitalized iHeart 100.0% of iHeart’s ownership in Outdoor1 2021 NOTES AND LEGACY NOTES $200mm new debt at recapitalized iHeart, pari passu with new debt issued to the term loan and PGN lenders 5.25% equity in recapitalized iHeart 3.3% warrants struck at $6.5bn equity value EXISTING IHM EQUITY 5.25% equity in recapitalized iHeart 1.7% warrants struck at $6.5bn equity value MANAGEMENT MIP to be negotiated OTHER Full and mutual releases Treatment of Intercompany Note to be discussed Notes:Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding Exhibit 99.4

EX-99.5

Exhibit 99.5

Term sheet, provided by the Cooperation Group lenders to the Company on Febuary 8, 2018
Privileged and Confidential Privileged Settlement Communication Subject to FRE 408 and TRE 408 and Related Provisions Term Sheet Structure / Implementation Pre-packaged / Pre-arranged bankruptcy ABL Remains outstanding and / or refinanced at closing or with a DIP Debt Consideration $5.550bn new debt at recapitalized iHeart 5-7 year maturity Term Loans and PGNs Collateral in substantially all assets of recapitalized iHeart Equity Consideration 94.75% equity in recapitalized iHeart 100.0% of iHeart’s ownership in Outdoor(1) $200mm new debt at recapitalized iHeart, pari passu with new debt issued to the term loan and PGN lenders 2021 Notes and Legacy Notes 5.25% equity in recapitalized iHeart 3.3% warrants struck at $6.5bn equity value Existing IHM Equity Full and mutual releases conditioned upon the Sponsors not changing their ownership of iHeartMedia, Inc. from the date of this term sheet until the effective date of the plan. Management MIP to be negotiated Except as otherwise provided above, full and mutual releases Other Treatment of Intercompany Note acceptable to Term Loans / PGNs Term Loan and PGN holders willing to provide a DIP on market terms conditioned on DIP & Other Terms appropriate adequate protection, including distribution of excess cash during pendency of the case, for existing liens Note: Tax analysis of proposed structure still under review by Kirkland & Ellis and the Company (1) Reflects iHeartMedia’s ownership in Outdoor (e.g., 100% = 89.5% direct ownership). Assumes public stub remains outstanding

EX-99.6

Exhibit 99.6

Highly Confidential

Subject to Material Revision

Attorney Work Product

Settlement Communication Subject to FRE 408, TRE 408 and TCPRC 154.073

Conditions Provided by the Company to the Lenders in response to conditions provided by the Cooperation Group Lenders to the Company

The numbers on in the term sheet shows the consideration that iHeartMedia, Inc. and certain of its direct and indirect subsidiaries that file for chapter 11 (collectively, the “Company”) would propose be distributed to (1) all creditors of the Company, other than holders of PGNs and term loans and (2) all equity interests in iHeart Media, Inc., in each case pursuant to a plan of reorganization for the Company (the “Plan”), where:

1. The classification of creditors and interest holders in the Plan is acceptable to the Company and the Cooperation Group,

2. The treatment of each class in the Plan is acceptable to the Company and the Cooperation Group (among other things, classes represented by Legacy Notes, 14% Notes due 2021, and equity interests shall receive the distributions set forth on the following pages only if such classes vote to accept the Plan),

3. Specifics of support for Plan required from creditors and interest holders prior to commencement of chapter cases to be determined.

4. The Company and Cooperation Group will agree on appropriate milestones,

5. All other terms and conditions of the Plan and all exhibits to the Plan shall be in form and substance satisfactory to the Company and the Cooperation Group in their respective sole and absolute discretion, and

6. This proposal is not a legally binding offer or agreement—any agreement must be evidenced by definitive documentation that is executed by all relevant parties.